GD Culture Group Limited Announces Closing of $9.55 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules and Private Placement

NEW YORK, May 04, 2023 (GLOBE NEWSWIRE) -- GD Culture Group Limited (“GDC” or the “Company”, formerly known as JM Global Holding Company, TMSR Holding Company Limited and Code Chain New Continent Limited), a holding company currently conducting business through Shanghai Highlight Media Co., Ltd. (“Highlight Media”) today announced the closing of its previously announced registered direct offering and concurrent private placement in an aggregate of (i) 310,168 shares of the Company’s common stock, par value $0.0001 per share, and pre-funded warrants to purchase up to 844,351 shares of the Company’s common stock at a purchase price of $8.269 per share with respect to the registered direct offering, and (ii) warrants to purchase up to 1,154,519 shares of the Company’s common stock at an exercise price of $8.27 per share with respect to the private placement.

The aggregate gross proceeds to the Company of both transactions were approximately $9.55 million.

Univest Securities, LLC acted as the sole placement agent.

The registered direct offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-254366) previously filed and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 26, 2021. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering were filed with the SEC and are available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, by contacting Univest Securities, LLC at [e-mail], or by calling [phone].

The offer and sale of the warrants in the private placement were made in a transaction not involving a public offering and were not registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the warrants and the underlying shares of common stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. The Company agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issuable upon exercise of the warrants.